<<

p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 25

This issue for goodwill p25 The OFR p28 investment p32 TECHNICAL MATTERS CPM p34 Accounting for goodwill Why are firms willing to pay so much for when the goodwill burden is so onerous? Kenneth Dogra examines the that dare not speak its name.

What is goodwill? Under international changed to using US Gaap after this that leads to a planned financial reporting standards it’s defined date to avoid the negative effect of approach to growth, its chances of as the excess of the of acquisition having to amortise goodwill. This move failure are high. For financial managers over a group’s interest in the improved their results considerably. who have been involved in acquisitions, of the identifiable and liabilities The French have an appropriate term the crucial point in all negotiations is of a , associate or jointly for when the purchase price exceeds the price. Sellers tend to have an inflated controlled entity at the date of fair-value net assets: écart d’acquisition, opinion of their companies and seek acquisition. Goodwill is recognised as an or difference on acquisition. high prices, especially when the world asset. Annual impairment tests must be All this leads us to the conclusion economy is booming. But, with a conducted and any loss in value of the that, when a business takes over another planned approach to growth, buyers can assets acquired is written off via the entity, it needs to find a method by identify certain synergies that look profit and loss . Accounting for which it can avoid reducing the net interesting on paper and carry a certain goodwill changed from an amortisation assets of the group by the excess over value. They can use a number of method to an impairment-only approach the fair-value net assets of the firm it has financial models to calculate the value on January 1, 2005, when IAS22 was purchased. So we call this difference an of a takeover target. The most common superseded by IFRS3. asset that’s not really identifiable. technique used is the discounted Under US Gaap, the definition of Acquisitions are complex, high-risk flow method. This relies on the input goodwill is the same – ie, it’s the excess processes. Unless there is a logic to a of realistic forecasts, of the purchase price over the fair value discounted to give , of the net identifiable assets acquired – The prices Vivendi paid exceeded for a period in the future. although SFAS142 changed accounting The consequent numbers game fuels for goodwill from an amortisation fair-value net assets by astronomical the negotiations – and the urge to win. method to an impairment-only sums, resulting in the charging of In larger transactions involving quoted approach as long ago as July 1, 2001. companies a second bidder may appear A number of international groups huge goodwill amortisation amounts and push up the offer price, and the board of the target company has a duty to get the best price for its shareholders. Recent examples include Vivendi International’s acquisitions in the telecoms industry, where the prices it paid exceeded fair-value net assets by astronomical sums, resulting in the charging of huge goodwill amortisation amounts to the profit and loss account. Other companies are more aware of the goodwill burden and, much to their credit, walk away from a transaction when the price is too high. A striking example of this came in 2003 with the bidding war to acquire Centerpulse, a Swiss manufacturer of medical prosthetics. When the transaction price rose to a ridiculous level, UK healthcare company Smith & Nephew withdrew and let its US competitor, Zimmer

FINANCIAL Illustration: Julian Mosedale May 2005 MANAGEMENT 25 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 26

Accounting for goodwill

CASE STUDY: ZIMMER HOLDINGS’ACQUISITION OF CENTERPULSE In October 2003 US company Zimmer Holdings deferred expenditure in respect of R&D and acquired Centerpulse, a Swiss-based manufacturer marketing of $490.0m. Would this result in of orthopaedic medical devices. The attractions impairment costs in future? The goodwill would for Zimmer were as follows: be $2,162.2m + $42.5m = $2,204.7m, Becoming the biggest orthopaedics company representing 63.8 per cent of the purchase in the world. consideration. It’s no wonder that Smith & Fulfilling key priorities by strengthening its Nephew, Zimmer’s rival bidder, dropped out. European market position and entering the Costing an arm rapidly growing market for spinal devices. and a leg: did Adding established products and a more Zimmer pay over the odds in its comprehensive research effort in bid to become the orthobiologics to its portfolio. world’s biggest orthopaedics Increasing its presence in the reconstructive company? dental market. When the deal was signed on October 2, Zimmer paid a consideration of $3,453.4m. The sum comprised a purchase consideration of $3,410.9m plus acquisition costs of $42.5m. This was paid for in cash ($1,187.1m) and shares ($2,223.8m). The fair-value net assets at October 2, 2003 were as follows: $m Current assets 796.8 Property, plant and equipment 169.9 Trademarks and trade names 243.0 Intangible assets subject to amortisation: Core technology 116.0 Developed technology 309.0 It’s interesting to Trademarks and trade names 31.0 examine Zimmer’s 2003 Customer relationships 34.0 to see its In-process research and development 11.2 operating ratios before Deferred taxes 537.4 and after the acquisition Other assets 83.9 (profitability ratios exclude Less liabilities: adjustments in 2003 Short-term debt 306.3 concerning the acquisition): Deferred taxes 250.3 Other current liabilities 274.6 2003 2002 Integration liability 75.7 Gross profit/sales 72.8% 74.9% Long-term liabilities 176.6 Operating profit/sales 24.3% 29.2% Net assets 1,248.7 Net profit/sales 20% 18.8% Days in receivables 93.4 days 57.1 days The key elements of the purchase consideration Days in suppliers 90.2 days 63.3 days can, therefore, be analysed as follows: Debt/equity* 130.2% 42.3% /sales 16.8% 13.4% Net assets acquired $1,248.7m Break-even % of sales 61.9 62.1 Acquisition costs $42.5m Break-even of sales $1,176m $853m Excess $2,162.2m Total purchase consideration $3,453.4m Although there are improvements in some areas, do they justify a purchase price of $3.4bn? It appears that included under the intangible Zimmer’s future results will provide the answer. assets heading is what could be classified as a *Excluding goodwill.

FINANCIAL 26 MANAGEMENT May 2005 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 27

Holdings, complete the purchase. See the case study on the opposite page to PANEL 1 find out whether it was a case of the old A TYPICALLY OVERPRICED ACQUISITION IAS versus US Gaap or simply good business sense. Transaction Many groups’ profits after tax and (£m) (£m) have been affected by Fair-value net assets 400.5 excessive goodwill write-offs. As a result, Transaction costs 89.5 they are reporting operating profit Difference 410.0 before goodwill amortisation and Purchase price 900.0 impairment. It has been suggested that Fair-value net assets 400.5 investors and analysts look at cash flow, Goodwill 499.5 where there is no goodwill amortisation Debt 900.0 effect. But there is still a strain on the financial resources of a group where debt has to be repaid if it borrowed for acquisitions and increased interest PANEL 2 under the heading “Acquisition costs”. , irrespective of the accounting A NEW APPROACH TO This could be stated as in panel 2. engineering it has introduced. ACQUISITION COSTS Such an approach would make boards The goodwill factor consists of the more accountable for the decisions they following characteristics: Sales make when expanding their companies An asset on the balance sheet that Gross profit by acquisition. cannot be identified as such (which is Operating costs Goodwill at the date of the change why it’s called an intangible). Operating profit in the accounting treatment for Transaction costs lumped in with Non-operating costs acquisitions could be written off to goodwill – and anything else, if you Financial expense net reserves. Similarly, the surplus against can get away with it. Acquisition costs (detail given in note to the accounts) net assets on a flotation could be netted Amortisation and impairment Pre-tax profit off against the share premium charges to the profit and loss account. Taxation generated and not left on the balance In a liquidation: no value. Profit after tax sheet as goodwill. Consider the example of a typically The standard setters and the overpriced acquisition in panel 1. Note to the accounts accounting profession have acquiesced Assuming a borrowing rate of 3 per Acquisition costs to the hue and cry of industry and the cent, the purchaser will incur an extra Difference between purchase price and fair value of financial community in the past. Isn’t it £27m in interest payments in the first the net assets of X Ltd time that we brought some reality into year. On the assumption that the loan is Transaction costs financial reporting for investors? FM to be repaid over seven years, a further Total £128.7m will need to be found, Kenneth Dogra FCMA is managing hopefully out of cash flow. This type of partner at the Amerac Consultancy situation can lead to corporate (www.amerac.ch). He is also the author manipulation in respect of financial they account for acquisitions by writing of Reflections for the Unsuspecting reporting when profits and cash flow off any difference between the purchase Shareholder, which can be obtained, are insufficient. price and fair-value net assets together price £15, from Amerac Publications, In order to curb such overspending with transaction costs to a special c/o The Better Book Company, companies could consider changing how section in the profit and loss account Warblington, Havant, Hants PO9 2XH.

FINANCIAL May 2005 MANAGEMENT 27 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 28

TECHNICAL MATTERS The operating and financial review The mandatory OFR creates a number of new responsibilities – and conundrums – for directors. Louise Ross considers whether it’s revolutionary or evolutionary.

The final OFR standard from the requirements will not stretch companies forward-looking information advises Accounting Standards Board (ASB) is that currently produce good voluntary readers to “treat some or all of these still being prepared as Financial OFRs. For examples of good practice, elements with caution”. Management goes to press. But the draft look at Barclays, Co-op Financial The mandatory OFR also imposes standard, issued in November 2004, laid Services or Unilever – all of which were new responsibilities on boards. There out the key principles that the OFR identified by PricewaterhouseCoopers will be a new criminal offence of should be comprehensive (although it in the 2005 edition of Good Practices in “knowingly or recklessly approving an shouldn’t be expected to cover all Corporate Reporting. OFR that does not comply with the possible matters), and that boards should CIMA argues that the information relevant provisions of the act” under be required to focus on “matters that are collected for the OFR should be a which directors risk unlimited fines. relevant to the interests of investors”. natural extension of the management This parallels the offence of approving The ASB has supplemented these information presented to the board for defective accounts. Directors may also principles with a statement that decision-making. If this is not the case, be required to revise OFRs for omissions directors would need to consider (from Companies Act requirements); “key issues”. CIMA argued in its The information for the OFR should for non-compliance with the reporting response to the draft standard that the standard; for material misstatements; combination of all these terms did not be a natural extension of the or for publishing an OFR that “contains adequately convey the concept that management information presented an opinion which no reasonable board the directors should focus on matters could have formed if it had followed a material to investors. The institute’s to the board for decision-making proper process of collecting and full response can be found under evaluating evidence”. (Note that the “Resources” in the consultations the information required for the OFR Financial Reporting Review Panel’s database at www.cimaglobal.com. will highlight these deficiencies. This will enforcement duties do not start until the surely raise the standard of information mandatory OFR has been in effect for How big a change is the mandatory used by boards to manage companies one year – ie, for financial years starting OFR to the various groups involved? and create value for investors. on or after April 1, 2006.) The extent of the change depends on Directors may also be wary about Auditors also have new duties, the preparer’s starting point. The making forward-looking statements because they are required to review ASB acknowledges that best practice with the confidence and clarity required the mandatory OFR. The original advanced considerably between 1993, in a good OFR. There isn’t yet a “safe intention was that they would assess when the original OFR guidance was harbour” protecting them whether directors had used “due and issued, and 2003, when it was revised. from legal liability for statements, careful enquiry” in preparing an OFR. But the consensus is that the mandatory although the government’s guidance on But respondents to the government consultation – including CIMA – advised that this responsibility was unduly onerous and would subject the THE BACKGROUND OFR to a higher level of assurance The operating and financial review is a legal requirement for British quoted companies for financial than the rest of the accounts, so the years beginning on or after April 1, 2005.What’s special about the OFR is that, unlike traditional Department of Trade and Industry financial reporting, it requires the board of directors to analyse both the current performance and agreed to compromise. Auditors are the future development of the business, and also to report non-financial information such as now required to state their opinion on environmental, social and employee matters.The objective behind the mandatory requirement is whether the information in the OFR that companies will become more transparent, which in turn helps investors to make more is consistent with the accounts, and informed decisions. whether any matters that have come to their attention are inconsistent with

FINANCIAL 28 MANAGEMENT May 2005 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 30

The operating and financial review FURTHER INFORMATION The government’s response to the public consultation includes the rationale behind the concessions it made on distribution of OFRs, the revised scope for auditors and estimates of the extra assurance costs. www.dti.gov.uk/cld/21_12_gov_response.pdf?pubpdfdload=04%2F1822. DTI draft guidance for directors includes information on how to interpret the requirements of the OFR, how it will affect directors and stakeholders, how it will be examined by auditors and how it will be enforced. www.dti.gov.uk/cld/OFR_Guidance.pdf. ASB implementation guidance. This will be included in reporting standard 1 and will suggest what disclosures will be required to satisfy the OFR, specifically in relation to KPIs. Reporting standard 1 should be available by June 1. www.frc.org.uk/asb/technical/standards.cfm. information in the OFR. This is not a Auditors’ responsibilities in relation to the OFR. Guidance for external auditors examining radical new demand; it merely extends OFR disclosures will be prepared as part of the 2005-06 work programme of the Auditing Practices their traditional requirement to be alert Board. www.frc.org.uk/apb. to any information that doesn’t fit. The Financial Reporting Review Panel’s enforcement role. The Financial Reporting Review The remaining people to be affected Panel is currently consulting on its operating procedures. www.frc.org.uk/images/uploaded/ are those for whom the OFR is intended: documents/Revised%20Operating%20Procedures.pdf. the shareholders. Arguably, institutional David Larcker’s presentation, “Performance measures: insights and challenges”. investors can already access most of the www.cimaglobal.com/cps/rde/xchg/SID-0AAAC564-141BD7D2/live/root.xsl/ information in the mandatory OFR, document_broker.htm?filename=Larcker_Presentation_2004.ppt. either because of their ability to draw CIMA’s response to the ASB exposure draft for the OFR reporting standard can be found under some of that information by analysing “Resources” on the consultations database at www.cimaglobal.com. the financial statements, or because of their closer relationship with the chief executive – a significant proportion of whose time is apparently taken up with requirement to focus on matters relevant “damn hard”, but argued that too few improving investor relations. to the interests of investors, yet be companies were identifying the right A mandatory OFR will have a comprehensive; and the requirement to drivers. Instead, they were unthinkingly greater impact on small investors – if be balanced and neutral, yet to focus on applying templates, frameworks or they ever receive it. Most small investors trends and factors that affect the models promoted by consultants choose to receive the summary financial performance of the business. without tailoring them to reflect their statements (SFS) rather than the full set The right to choose KPIs is double- own mechanics. He said that few of accounts. The OFR is a stand-alone edged. You can choose the measures that identified drivers that connected to long- statement in the annual report and so is reflect the mechanics of your business, term value, citing research showing that automatically made available only to the but you may be guilty of perceived or most firms failed to relate performance recipients of the full annual report and actual bias. You can change measures or measures to strategy or to validate the accounts. Companies that offer SFS recalibrate existing measures to reflect relationship between non-financial must publish the OFR on their website, new risks, trends and opportunities, measures and future financial results. tell shareholders that it’s there and offer but you sacrifice the chance to compare “Please excuse such a long letter; a hard copy to those who request one. performance over time. You can tailor I didn’t have time to write a short one.” This modified distribution was a a suite of measures to your business, This quote, attributed to Blaise Pascal, concession to objections made to the which tells a powerful story, but users Napoleon Bonaparte and Mark Twain, government by CIMA and others may then struggle to compare you with reminds us that the OFR should be as about the significant estimated cost of your peers. Some of the challenges will much about discrimination as distributing an OFR to all investors be resolved gradually. The development communication. Both the regulation and – hundreds of thousands of pounds for of narrative reporting will be the standard emphasise that the OFR firms with many shareholders. evolutionary – consider KPIs in the should be concise. The trend towards context of financial reporting standards, long annual reports is regrettable, not Thoughts on key performance indicators which took many years to develop and only because of the costs of publication The mandatory OFR requires directors are still being improved. and distribution, but also because such a to use key performance indicators (KPIs) David Larcker, CIMA’s visiting mass of information, audited and to assess and report progress against professor in 2004, suggested that “a few examined to different levels, can obscure stated objectives. The main challenges for vital KPIs are better than a laundry important messages. FM companies in this area will be to decide list”. He acknowledged that the lack of what to report and to balance the an agreed approach meant that Louise Ross is an accounting specialist in following competing OFR principles: the measuring non-financials accurately was CIMA’s technical services department.

FINANCIAL 30 MANAGEMENT May 2005 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 32

TECHNICAL MATTERS Equity investment market investors have a wide range of forecasting tools to choose from, but even the most accurate method has its limitations, as Michael Goddard explains.

Is it possible to predict the stock market accurately? If it is, surely you could make a fortune over a period of years. Let’s look at a range of methods of anticipating turning points in a market and whether they work or not. Despite the apparent absurdity of astrology, a surprisingly large number of intelligent and well-educated investors take it into account when making investment decisions. Unsurprisingly, there’s no record of anyone making a substantial amount of money using this approach. A slightly less controversial method is the wave theory developed by Ralph Elliott in the 1930s. Its guiding principle is that the market moves in waves of different lengths from 70 years or longer, Getty down to a few days, hours and minutes. The patterns often conform to specific investors and is based on the one 1960s and based on a mechanical system numerical sequences and percentages, indisputable factor: how a share has known as the long-term buying guide. such as Fibonacci constants. performed in the market. The market’s Coppock, a devout Christian, was According to the FT, some fans of the perception of the share is a constantly asked to work out a long-term low-risk Elliott wave theory reckon that the market changing illusion, according to the buy signal for his church’s funds. The peak in 2000 was the top of a five-wave chartists, so it’s more important to administrators wanted to know when pattern that began at the market’s low follow trends than to try to work out a to step up purchases and when to stand point in 1932, meaning that a massive company’s likely earnings per share aside. He asked the church ministers setback is imminent. It will, they believe, several years ahead. how long they thought it generally take the Dow Jones industrial average Jim Slater, a legendarily successful took for the human mind to adjust to down to about the 1,000 mark and hit stock market investor, states in his book bereavement, divorce, illness, the FTSE 100 by a comparable amount. The Zulu Principle that he uses charts unemployment, financial loss, relocation Apparently, this is likely to happen in a as one tool in a whole kit. They either and retirement – the greatest stresses it bear market that could last for a decade give him further confirmation that he is has to handle. He adopted their answer or more. The only problem is that they proceeding along the right lines or of 11 to 14 months as a yardstick. have been predicting disaster for years. provide a warning signal, sometimes “Do major long-term buying of Is it going to be any different this time? well in advance of any deterioration in strong when the curve first turns It has been said that chartists usually the fundamentals. upwards from below the zero line,” he have dirty raincoats and large overdrafts, A more anticipatory tool is the wrote in his 1962 paper, Emotions Make but some of them have actually made a Coppock indicator, which has given Prices. But he added: “The technique is lot of money. The technique must, exceptional results. In the depths of a of no value whatever to an in-and-out therefore, have a certain amount of bear market you should always look out trader; it is a technique for long-term credibility. Chartists believe that a for an upturn in the Coppock curve, investors – their low-risk buying guide.” chart showing the history of a share which is normally a strong buy signal. The indicator is not a sign of a trend price reflects the hopes and fears of all It was devised by Edwin Coppock in the reversal, but it shows that the risk

FINANCIAL 32 MANAGEMENT May 2005 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 33

factor in the market is low and usually both a strength and weakness. It is a fall from its 1929 low to the 1932 low heralds a sustained advance. If you strength because a buy signal, when it was 79 per cent. If the Coppock apply it to the Dow Jones industrial comes, warrants serious consideration. indicator had existed at the time, that average from 1919, it gives only one It is a weakness – and one reason why would have been the approximate false signal (1930). Brian Marber, a Coppock is given little attention – because percentage loss suffered by its users. leading chartist, wrote in the FT that, if it were our only guide we would die of Most professional equity investors although Coppock used his indicator boredom waiting for a buy signal. say it’s virtually impossible to predict the only on the Dow, its principles make it The Coppock indicator’s few false stock market. They advocate pound-cost applicable to all markets, although it signals also give cause for concern. In averaging for the private investor – ie, doesn’t seem to work on foreign 1948 it would have encouraged London putting a fixed sum every month into exchange. If applied to the London investors to buy, but a 20 per cent equities. This has the advantage of markets since 1940, for example, it also decline in the FT 30 index was to follow. buying more shares when the stock gives only one false signal (1948). At least it took only four years for market is low and fewer shares when The technique does not give a sell the market to recover in that case. The the market is high. But, when the signal – Coppock would become wrong message that Coppock would Coppock indicator starts rising while incensed if his followers tried to use a have given Dow investors in 1930 would the numbers are still negative, the trend-line downturn as one. have been much more serious. On buying signal it gives will be correct So how is the Coppock curve or November 13, 1929 the Dow crashed to more than 90 per cent of the time. trend line derived? When it comes to protecting your Compare the Dow’s end-month It has been said that chartists portfolio against future bear markets, level with those prevailing 11 and Jim Slater’s advice is to have 100 per cent 14 months earlier. usually have dirty raincoats and of your patient money invested if you Express the differences as percentages. large overdrafts, but some of them feel bullish and 50 per cent if you feel Combine them and multiply by ten. bearish. When pruning your portfolio Repeat this exercise the following have actually made a lot of money down from to 50 per cent, keep your month, multiplying the previous more defensive stocks. This should month’s figure by nine. In the third its low for the year, losing 48 per cent of happen naturally as you sell shares that month, multiply by eight and so on its value a mere ten weeks after it had fulfil your investment objectives. down to one. peaked. Then came the so-called fools’ In early January 1975, at the bottom After ten months you obtain a rally: in the five months after November of a bear market, the FT 30 ordinary weighted average of the previous 22 13, the index recovered half of the value share index had fallen to 146 points, the months’ data. A version of this it had lost. But in May 1930 the dreaded lowest it had been since May 1954. The calculation can be found, for all the bear market was under way again and UK market price/earnings ratio was 3.8 world’s major stock markets, in the first those caught in the rally knew they’d with a yield of 13.4 per cent. issue of Investors Chronicle of every been duped. By the end of the year the At the end of that month the Coppock month. This uses a rolling 12-month market had plummeted 60 per cent from indicator gave a buy signal that was to average rather than the 11- and 14- the peak of the rally. There were further prove a stupendous money-making month figures that Coppock devised. downdraughts in 1931, but the final opportunity for long-term investors. The general outlook for buying more slaughter came a year later, when share If such an opportunity occurs again, shares is usually unattractive when a prices plunged to depths visited half a let’s grasp it with both hands. FM Coppock buy signal occurs, but history century earlier. tells us to be guided by this signal rather From September 1929 to June 1932 Michael Goddard is the former FD of than the outlook. The problem is that the Dow’s value fell by 89 per cent. Its Concorde Express Transport. Since his Coppock generates very few of these – peak of 381 points in 1929 would not be retirement he has become a journalist only seven over the past 30 years. This is reached again for 26 years. The Dow’s specialising in financial matters.

FINANCIAL May 2005 MANAGEMENT 33 p29-36 Tech_FM May 05 v2 8/4/05 4:00 pm Page 34

TECHNICAL MATTERS Corporate performance management Enlightened companies will see the statutory operating and financial review not as a barrier to clear, but as a chance to get into a virtuous circle, writes Richard Barrett.

After a lull over the past few years, requirements of the OFR legislation. system will provide this transparency, many organisations are upgrading their Key among these is the ability to which should be seen as a benefit for performance management systems to combine financial and non-financial managers, who can be confident in give them a better insight into future information. An OFR can potentially the information they are using to run and profitability. But there’s report on many different areas. These the business. nothing like new legislation to focus include customer and market The OFR is intended to be the mind: UK-listed companies will for statistics, innovation, employee skills forward-looking and to provide a view the first time be required to prepare and (self-referentially) governance of the company’s prospects. The statutory operating and financial issues. Formal reporting on these topics better CPM systems offer predictive reviews (OFRs) for financial years will be new to some, but a company functionality, with the ability to starting on or after April 1, 2005. should ideally be managed using such define rules that forecast performance. The OFR is a narrative report measures – the drivers of its business The advantage of having a system that intended to help shareholders and – anyway. So, once again, there are can do this is that, once the predictive potential investors assess a company’s tangible benefits to be gained from rules are defined, the results are strategies and capacity for success in committing to the OFR. demonstrably unbiased. the future. Companies faced by new The requirements of the OFR will legislation often see it merely as an force management to go obstacle to overcome. This usually leads beyond their traditional domain of to short-term solutions, which might financial information and get to grips meet the basic statutory requirements with both the external and internal but will fail to take advantage of the drivers of financial performance. situation and the potential returns. This will entail working alongside the Firms that make this mistake will incur marketing department to ensure the costs of compliance and reap none reliable and robust measures of market of the rewards. size, growth and share, and developing In 2003 specialist monitoring an in-depth understanding of how the company GovernanceMetrics whole enterprise works. International found a strong link Although some companies will between investor-friendly governance undoubtedly try to meet the minimum practices and high shareholder returns. OFR requirements by using external It’s not hard to see why this might be consulting organisations to cobble the case. Compliance requirements that something together, the companies favour greater transparency give all destined to benefit the most are those stakeholders more confidence. This that can provide credible, meaningful leads to more investment and creates Directors will be expected to information to the satisfaction of a virtuous circle that increases the exercise the same level of care in investor groups. These successful company’s value. preparing the narrative report as for the companies will have CPM systems in Of course, none of this comes financial accounts. Furthermore, the place, but they won’t simply be using without committing the necessary OFR, like the annual financial report, them to satisfy the OFR requirements. resources. In particular, the right will be audited. The underlying These systems will allow them to information systems and controls need systems must, therefore, provide manage their businesses better and to be in place. The better solutions transparency so that the report can be outperform their peers. FM available from corporate performance shown to be reliable and unbiased – management (CPM) vendors provide and, indeed, so that the actual cost of Richard Barrett is vice-president of several features that help to satisfy the the is lower. An effective CPM global marketing at ALG Software.

FINANCIAL 34 MANAGEMENT May 2005